Company registration number 04031704 (England and Wales)
EVOLIN BROKING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
EVOLIN BROKING LIMITED
COMPANY INFORMATION
Directors
C C Baulf
D M E Cousins
(Appointed 23 May 2025)
S E Lyons
(Appointed 1 July 2025)
M V Belton
(Appointed 5 August 2025)
Secretary
C C Baulf
Company number
04031704
Registered office
4th Floor
6 Gracechurch Street
London
EC3V 0AT
Auditor
Lonsdale & Marsh
509 - 510 Cotton Exchange
Bixteth Street
Liverpool
L3 9LQ
Business address
4th Floor
6 Gracechurch Street
London
EC3V 0AT
Bankers
HSBC
60 Queen Victoria Street
London
EC4N 4TR
EVOLIN BROKING LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
EVOLIN BROKING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
The company performed well during the year despite a reduction in turnover of 4% from £8.94m to £8.56m which was primarily due to a further softening of premium rates in key markets. In order to retain and reward key staff a strategic decision was made to re-balance the way in which the profits of the business are allocated between colleagues and shareholders which resulted in a loss being incurred during the year.
It has been a year of change in terms of premises, following the move to new offices on Gracechurch Street, and ownership, following various merger and acquisition activity which affected our ultimate owners. Said changes are exciting and will lead to improvements to performance in 2025 and beyond.
Principal risks and uncertainties
The main principal risks and uncertainties facing the business continue to be those presented by the wider economy, client merger and acquisition activity, the fluctuations of the insurance market cycle, the retention and recruitment of key personnel and foreign exchange risk.
Our focus is to provide a consistently good quality of service and innovative new propositions and products in order to retain existing clients as well as to attract new ones. This enables us to mitigate, where possible, the risks presented by fluctuations in the economy, client consolidation and the insurance market cycle.
The company provides a dynamic, flexible and rewarding environment which has proven effective in optimising the retention and recruitment of key personnel.
The company considers the following instruments in order to mitigate currency risk: forward contracts, interest rate swaps, spot deals and currency swaps. The objective is to minimise exposure to currency risk, protect the annual budget rates set and if possible, optimise the exchange rate over any given financial year.
Development and performance
The directors are of the opinion that the financial position of the company is strong as at the balance sheet date and remain confident of further growth.
Key performance indicators
The company uses a range of financial and non-financial key performance indicators in pursuit of excellence in client service and best business practice. Revenue and expenditure are monitored monthly and compared with both agreed budgets and prior year amounts, and variances are analysed.
Financial position at the reporting date
The company’s net assets at the reporting date were £4.44m (2023 £6.38m). Cash at bank decreased to £3.97m by the year end (2023: £6.21m).
EVOLIN BROKING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Section 172(1) statement
Directors’ statement of compliance with duty to promote success of the group
Under section 172(1) of the Companies Act 2006, the Board has a duty to act in good faith and in a way that would be most likely to promote the success of the company for the benefit of its shareholders whilst having regard to matters set out in S172 (a-f) of the Act:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between the company’s shareholders.
To discharge their section 172(1) duties the Board have had regard to the factors set out above and acknowledge that for the business to grow over the long term a full understanding of the company’s stakeholders is required to ensure that the Board can make informed decisions which factor in stakeholder interest.
Stakeholder engagement
The Board considers its significant stakeholder groups to be:
(i) Customers and suppliers
The company is a Lloyd’s of London insurance and reinsurance broker. The company’s aim is to connect underwriters (our suppliers) with business insurance clients and their brokers (our customers) to provide a complete insurance solution.
The company is guided by its core values to do the right thing for our customers and employees, and the decisions we take reflect that core principle at all times.
The company provides its business partners with in-depth product and industry expertise. The company is able to address the different requirements of its suppliers and customers flexibly, and with the focus on providing the right solution, because we have experts and specialists for all customer industries in which we operate. Our experts share their knowledge of market conditions and the specific applications of our policies, thereby creating real added-value for our business partners.
The company’s business partners are vital to ensuring the long-term success of the company. As a business we constantly review our business model with a view to leveraging further potential improvements.
(ii) Employees
Our employees, with their expertise and dedication, play a key role in the company’s success and long-term prospects. A key part of the company’s strategy is to promote employee retention and development at every level. We encourage open dialogue, allowing employees to play a part in shaping the company and foster a change and high-performance culture.
The company is committed to employment policies which follow best practice, based on equal opportunities for all employees irrespective of sex, race, colour, disability or marital status. The company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities.
EVOLIN BROKING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
(iii) Shareholders
The company’s policies and procedures ensure that the Board constantly engages with its major shareholders. Representatives of the major shareholders are actively involved in decisions relating to strategy, operational performance and financial structure and their input is factored into all such decisions.
(iv) The community and environment
The community and environment are an essential part of our growth strategy. A key aspect of this is to reduce the company’s carbon footprint wherever possible. Measures to facilitate this include reducing business travel (within reason).
In addition, the company also supports various local charities by allowing staff paid leave to volunteer.
C C Baulf
Director
12 September 2025
EVOLIN BROKING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company is that of an insurance broker.
The company is a wholly owned subsidiary of Evolin Holdings Limited.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
D J Whalley
(Resigned 16 December 2024)
M Donnelly
(Resigned 16 December 2024)
C C Baulf
S Gaitley
(Appointed 16 December 2024 and resigned 29 May 2025)
A J Barrengos
(Appointed 16 December 2024 and resigned 29 May 2025)
D M E Cousins
(Appointed 23 May 2025)
S E Lyons
(Appointed 1 July 2025)
M V Belton
(Appointed 5 August 2025)
Post reporting date events
As stated in note 23 the parent company of Evolin Broking Limited is Evolin Holdings Limited. The parent company of Evolin Holdings Limited, Woodruff Sawyer & Co., was purchased by Arthur J. Gallagher & Co. on 10 April 2025. Arthur J. Gallagher & Co. is listed on the New York Stock Exchange.
Other than going concern
It is anticipated that the operations, together with the assets and liabilities of Evolin Broking Limited, will eventually be transferred into the UK operations of Arthur J. Gallagher & Co. (they have a significant presence in both the London wholesale market and the UK retail market). It is expected that this will take place in the near future. Subsequent to the transfer Evolin Broking Limited will cease to trade. As a result the financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the company's assets to net realisable value. At the year end the company's assets were tangible fixed assets, trade debtors, corporation tax recoverable and cash at bank all of which are deemed fully recoverable and therefore no adjustment is required. Additionally, the financial statements do not include any provision for the future costs of terminating the business of the company except to the extent they were committed to at the balance sheet date.
Future developments
Information on likely future developments of the company are disclosed above.
Auditor
In accordance with the company's articles, a resolution appointing the auditor of the company will be put at a General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
EVOLIN BROKING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of disclosure to auditor
(a) so far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware, and
(b) they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Change of company name
The company changed its name from GAWS of London Limited to Evolin Broking Limited on 1 March 2024.
On behalf of the board
C C Baulf
Director
12 September 2025
EVOLIN BROKING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EVOLIN BROKING LIMITED
- 6 -
Opinion
We have audited the financial statements of Evolin Broking Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter – financial statements prepared on a basis other than going concern
We draw your attention to note 1.2 to the financial statements which explains that the company's operations, assets and liabilities are expected to be transferred to Arthur J. Gallagher & Co. in 2026. Therefore the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as disclosed in note 1.2. Our opinion is not modified in respect of this matter.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
EVOLIN BROKING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EVOLIN BROKING LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those which relate to Financial Conduct Authority regulations and those laws and regulations which have a direct impact on the financial statements such as the Companies Act 2006.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, included the following:
the engagement partner ensured the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
discussions with senior management;
identified laws and regulations were communicated within the audit team who remained alert to instances of non-compliance throughout the audit.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including override of controls) and addressed the risk through:
making enquiries of those charged with governance as to their knowledge of actual, suspected and alleged instances of fraud;
considering the internal controls in place to mitigate the risks of fraud.
EVOLIN BROKING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EVOLIN BROKING LIMITED (CONTINUED)
- 8 -
In response to the risk of irregularities and non-compliance with laws and regulations, we designed our audit procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reviewing the minutes of meetings of those charged with governance;
reviewing for any transactions undertaken with related parties such as directors;
discussions with management about any known or suspected instances of non-compliance with laws and regulations;
testing of journals;
analytical review to identify unusual transactions;
checking expenses are bona fide transactions of the company.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member for our audit work, for this report, or for the opinions we have formed.
Elaine Frances McElroy (Senior Statutory Auditor)
For and on behalf of Lonsdale & Marsh, Statutory Auditor
Chartered Accountants
509 - 510 Cotton Exchange
Bixteth Street
Liverpool
L3 9LQ
15 September 2025
EVOLIN BROKING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
8,555,316
8,935,508
Administrative expenses
(9,948,572)
(6,776,695)
Other operating income
40,903
126,265
Operating (loss)/profit
4
(1,352,353)
2,285,078
Interest receivable and similar income
8
122,569
85,288
Interest payable and similar expenses
9
(223)
(1,421)
(Loss)/profit before taxation
(1,230,007)
2,368,945
Tax on (loss)/profit
10
287,706
(625,686)
(Loss)/profit for the financial year
(942,301)
1,743,259
The profit and loss account has been prepared on the basis that all operations are continuing operations.
EVOLIN BROKING LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
930,861
284,997
Current assets
Debtors
13
1,651,004
1,328,840
Non-Statutory Trust client bank
14
3,591,993
1,865,575
Cash at bank and in hand
3,972,925
6,214,299
9,215,922
9,408,714
Creditors: amounts falling due within one year
15
(5,503,487)
(3,273,592)
Net current assets
3,712,435
6,135,122
Total assets less current liabilities
4,643,296
6,420,119
Provisions for liabilities
Deferred tax liability
16
206,606
41,128
(206,606)
(41,128)
Net assets
4,436,690
6,378,991
Capital and reserves
Called up share capital
18
400,000
400,000
Profit and loss reserves
4,036,690
5,978,991
Total equity
4,436,690
6,378,991
The financial statements were approved by the board of directors and authorised for issue on 12 September 2025 and are signed on its behalf by:
C C Baulf
Director
Company Registration No. 04031704
EVOLIN BROKING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
400,000
6,235,732
6,635,732
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,743,259
1,743,259
Dividends
11
-
(2,000,000)
(2,000,000)
Balance at 31 December 2023
400,000
5,978,991
6,378,991
Year ended 31 December 2024:
Loss and total comprehensive income
-
(942,301)
(942,301)
Dividends
11
-
(1,000,000)
(1,000,000)
Balance at 31 December 2024
400,000
4,036,690
4,436,690
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Evolin Broking Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, 6 Gracechurch Street, London, EC3V 0AT.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Evolin Holdings Limited, formerly GAWS of London Holdings Limited. These consolidated financial statements are available from Companies House.
1.2
Going concern
As stated in note 23 the parent company of Evolin Broking Limited is Evolin Holdings Limited. The parent company of Evolin Holdings Limited, Woodruff Sawyer & Co., was purchased by Arthur J. Gallagher & Co. on 10 April 2025. Arthur J. Gallagher & Co. is listed on the New York Stock Exchange.
It is anticipated that the operations, together with the assets and liabilities of Evolin Broking Limited, will eventually be transferred into the UK operations of Arthur J. Gallagher & Co. (they have a significant presence in both the London wholesale market and the UK retail market). It is expected that this will take place in the near future. Subsequent to the transfer Evolin Broking Limited will cease to trade. As a result the financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the company's assets to net realisable value. At the year end the company's assets were tangible fixed assets, trade debtors, corporation tax recoverable and cash at bank all of which are deemed fully recoverable and therefore no adjustment is required. Additionally, the financial statements do not include any provision for the future costs of terminating the business of the company except to the extent they were committed to at the balance sheet date.
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover represents commission and fee income. Commission income is recognised on inception of the risk. Fee income is recognised on the basis of services provided. Where there is an expectation of future servicing requirements an element of income relating to the policy is deferred to cover the associated contractual obligation.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% straight line
Fixtures, fittings & equipment
20% straight line
Computer equipment
20 - 33 1/3% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Derivatives
The company entered into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
If relevant, termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Commissions and fees receivable
8,555,316
8,935,508
2024
2023
£
£
Other revenue
Interest income
122,569
85,288
In the opinion of the directors, the disclosure of turnover by geographical area would be prejudicial to the interests of the company.
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
4
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging:
£
£
Exchange losses
66,550
158,685
Hedging item (gains)/losses
13,430
Depreciation of owned tangible fixed assets
257,966
132,415
Loss on disposal of tangible fixed assets
26,291
-
Operating lease charges
535,695
171,091
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
24,000
26,400
For other services
Other assurance services
18,000
12,000
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
40
33
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
5,574,335
3,862,335
Social security costs
702,118
487,172
Pension costs
247,416
177,228
6,523,869
4,526,735
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
541,537
388,926
Company pension contributions to defined contribution schemes
10,000
10,000
551,537
398,926
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 18 -
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
541,537
388,926
Company pension contributions to defined contribution schemes
10,000
10,000
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
122,569
85,288
9
Interest payable and similar expenses
2024
2023
£
£
Other interest
223
1,421
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
652,616
Deferred tax
Origination and reversal of timing differences
(287,706)
(26,930)
Total tax (credit)/charge
(287,706)
625,686
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 19 -
The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
(Loss)/profit before taxation
(1,230,007)
2,368,945
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(307,502)
592,236
Tax effect of expenses that are not deductible in determining taxable profit
19,796
74,500
Effect of change in corporation tax rate
(41,050)
Taxation (credit)/charge for the year
(287,706)
625,686
11
Dividends
2024
2023
£
£
Interim paid
1,000,000
2,000,000
The directors do not recommend payment of a final dividend.
12
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2024
371,422
103,759
280,474
755,655
Additions
593,033
303,548
33,540
930,121
Disposals
(250,932)
(103,759)
(27,249)
(381,940)
At 31 December 2024
713,523
303,548
286,765
1,303,836
Depreciation and impairment
At 1 January 2024
221,573
89,089
159,996
470,658
Depreciation charged in the year
139,672
57,469
60,825
257,966
Eliminated in respect of disposals
(236,301)
(96,005)
(23,343)
(355,649)
At 31 December 2024
124,944
50,553
197,478
372,975
Carrying amount
At 31 December 2024
588,579
252,995
89,287
930,861
At 31 December 2023
149,849
14,670
120,478
284,997
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
672,969
689,528
Corporation tax recoverable
453,184
Amounts owed by group undertakings
1,898
Other debtors
750
328
Prepayments and accrued income
524,101
637,086
1,651,004
1,328,840
14
Client Money
The Financial Conduct Authority (FCA) have established a set of rules for UK insurance intermediaries to follow when handling Client Money called the Client Assets Sourcebook (CASS 5). CASS 5 requires that Client Money be held in either a statutory or non-statutory trust for the benefit of the related clients and insurers, and as such these monies are not the property of the broker. The monies so held and the related debtors and creditors would not therefore form part of the broker's net assets in the event of a winding-up and would not be available to its general creditors. The company is licensed by the FCA (No. 977718) to act as an insurance intermediary and has elected to hold Client Money in a non-statutory trust.
15
Creditors: amounts falling due within one year
2024
2023
£
£
Client Money creditors
3,074,715
1,485,022
Amounts owed to group undertakings
77,750
78,750
Amounts owed to undertakings in which the company has a participating interest
135,443
29,100
Corporation tax
52,840
274,037
Other taxation and social security
1,260,630
486,880
Other creditors
26,594
Accruals and deferred income
902,109
893,209
5,503,487
3,273,592
16
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
206,606
41,128
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Deferred taxation
(Continued)
- 21 -
2024
Movements in the year:
£
Liability at 1 January 2024
41,128
Charge to profit or loss
165,478
Liability at 31 December 2024
206,606
The deferred tax liability set out above relates to accelerated capital allowances.
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
247,416
177,228
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
200,000
200,000
200,000
200,000
Ordinary B shares of £1 each
200,000
200,000
200,000
200,000
400,000
400,000
400,000
400,000
The company has A and B ordinary shares. Each A and B share is entitled to one vote, entitled pari passu to dividend payments and to participate pari passu in a capital distribution.
19
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
739,015
736,065
Between two and five years
2,093,876
2,615,770
2,832,891
3,351,835
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
20
Capital commitments
Amounts contracted for but not provided in the financial statements:
2024
2023
£
£
Acquisition of tangible fixed assets
-
752,425
21
Events after the reporting date
Subsequent to the year end, the ultimate beneficial owner of the company, Woodruff Sawyer & Co., was acquired by Arthur J Gallagher & Co, leading to a change in ultimate parent and controlling company.
Apart from the expected transfer of operations to Arthur J Gallagher & Co, as disclosed in the Directors' Report, there are no other matters or circumstances which have arisen since 31 December 2024 which have significantly affected, or may affect the company's operations, the results of those operations or the company's state of affairs in future years.
22
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Commission and fees
Purchase of goods
2024
2023
2024
2023
£
£
£
£
Griffiths & Armour Global Risks Limited
-
99,996
-
-
Griffiths & Armour
-
-
526,647
365,890
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due to related parties
£
£
Griffiths & Armour
135,443
29,100
Evolin Holdings Limited
77,750
78,750
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due from related parties
£
£
Griffiths & Armour Global Risks Limited
-
1,898
Griffiths and Armour is a partnership in which D J Whalley and M Donnelly were partners. They were also directors of Evolin Broking Limited until their resignation on 16 December 2024.
Griffiths & Armour Global Risks Limited is a wholly owned subsidiary of Griffiths & Armour (Holdings) Limited which had joint control over Evolin Holdings Limited until 30 October 2024. D J Whalley and M Donnelly are directors of both Griffiths & Armour Global Risks Limited and Griffiths & Armour (Holdings) Limited.
EVOLIN BROKING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
23
Ultimate controlling party
At the end of the reporting period the company's immediate parent company was Evolin Holdings Limited, a company registered in England and Wales, which owns the entire issued share capital of this company.
Copies of the group financial statements for Evolin Holdings Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ and from the company's registered office at 4th Floor, 6 Gracechurch Street, City of London, EC3V 0AT.
The ultimate parent undertaking and controlling party as at 31 December 2024 was Woodruff Sawyer & Co., an American company with headquarters based in San Francisco, California.
As stated in the Directors' Report, subsequent to the year end Woodruff Sawyer & Co. was acquired by Arthur J. Gallagher & Co. an American company with headquarters based in Rolling Meadows, Illinois.
24
Non-audit services provided by auditor
In common with many businesses of our size and nature we use our auditor to prepare and submit returns to the tax authorities, assist with the preparation of the financial statements and to provide tax advice and to represent us, as necessary, at tax tribunals.
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